Succession Plan Scrutiny: AMF Explores Succession Planning Governance Risks

17 December 2025

By Jack Grogan-Fenn

France’s Autorité des Marchés Financiers (AMF) has explored executive succession plan transparency in a review of 53 listed companies in its 2025 Corporate Governance Report.

In its report, the AMF - France’s financial regulator - looked at crucial governance disclosures by the 53 firms on the preparation and implementation of succession plans for key executives. The document also makes new recommendations for improving the AFEP-MEDEF code – France’s leading corporate governance code for listed companies – requirements for disclosure on this topic.

Key Client Takeaways:

Executive Succession Planning Transparency Gaps

• The AMF review found that over half of the 53 listed companies did not communicate anything about the implementation of their succession processes, while one‑third disclosed no work at all on succession planning during the previous financial year highlighting a key area for governance improvement.

Corporate Governance Code Non-compliance

• Despite the AFEP-MEDEF code - France’s main corporate governance code for listed companies - requiring disclosure on the existence of a succession plan for CEOs or board chairs, 9% of companies failed to comply with this requirement.

Investors’ Growing Governance Scrutiny

• The report’s focus on executive succession planning is within a wider trend of governance concerns facing investors. Global investors have reinforced the importance of strong governance practices, while executive pay transparency is receiving heightened attention piqued by high‑profile controversies such as Elon Musk’s U$1 trillion pay package.

“Executive succession is a key stage in the life of a company”, AMF said in a press release. “The preparation, review and implementation of the succession process is therefore key information for the market, as it can boost investor confidence in a company's ability to anticipate changes in its governance and deal with unforeseeable situations. Listed companies must reconcile this disclosure requirement with the need for confidentiality, necessary to protect their interests.”

The AMF’s 2025 Corporate Governance Report found that between 1 July 2024 and 30 June 2025, more than half (53%) of companies assessed had failed to communicate the implementation of their succession process for any of their key executives. Moreover, a third of the companies in the sample did not provide any information about the work carried out on succession plans during the previous financial year.

First published in 2002, the AFEP-MEDEF code is the corporate governance code for French publicly traded companies. It defines principles of corporate governance by outlining rules on remuneration for corporate officers, controls and transparency. The code contains a requirement to make specific reference to the existence of a succession plan for the chief executive or chair of the board. Of the 53 companies, 9% do not comply with this requirement according to the AMF’s report.

“Good corporate governance of listed companies is one of the key factors in investor confidence and therefore in the attractiveness of a leading financial centre,” said Marie-Anne Barbat-Layani, Chair of the AMF. This year, we wanted to conduct an in-depth study of succession plans which represent a major issue and are attracting increasing attention from investors.”

Earlier this month, investors with more than U$245 trillion in AUM backed a report from the Governance for Growth Investor Campaign that seeks to “challenge misconceptions about corporate governance and its role in capital markets” and show that strong governance is a “catalyst for sustainable economic growth” rather than being a barrier, as reported by Minerva Analytics.

Transparency over executive pay is another key governance issue which has seen increased focus this year from investors and wider industry. At the end of October the Council of Institutional Investors sent a letter to the US Securities and Exchange Commission urging it to consider changes to increase executive pay transparency and reduce the risk of misleading compensation practices, as reported by Minerva Analytics.

Scrutiny of excessive executive pay packages has been further exacerbated by the approval of Tesla CEO Elon Musk’s controversial U$1 trillion pay package, which was approved by shareholders last month as reported by Minerva Analytics. This saw US Senator Bernie Sanders introduced the Tax Excessive CEO Pay Act in September and earlier this month branded Musk’s pay package as “insanity” as reported by Minerva Analytics.  

AMF’s 2025 Corporate Governance Report presents the findings made by the authority concerning information published by proxy advisors. While the document notes challenges in issuers accessing proxy advisor analyses and reports, the AMF report acknowledges that dialogue between proxy advisory firms and issuers can improve corporate governance and executive compensation practices.

This year, the AMF has also scrutinised asset managers. A report from the authority released in July inspected five unnamed asset management companies between 2022 and 2024, as reported by Minerva Analytics, identifying cases of poor practices. This included asset managers not considering a proxy voting provider to be an “essential or significant” service provider when ESG or socially responsible investing collective investment management represented a significant portion of AUM.

Minerva’s blog focuses on the latest developments in ESG investing and stewardship. Minerva is a global provider of sustainable stewardship solutions with over 25 years of expertise. Minerva empowers investors by providing essential tools, including ESG research and data, enabling them to navigate the intricate landscape of stewardship and proxy voting, whilst ensuring their decisions are well-informed and aligned with sustainable principles.

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